Matthew Hunton
KEMPERAbout Matthew Hunton
Matthew A. Hunton is Executive Vice President and President, Kemper Auto. He joined Kemper in 2019 and assumed his current position in November 2022; age 44 as disclosed in the 2025 proxy . Prior to Kemper, he spent over 10 years at Travelers (2007–2019) leading Select/Small Commercial as well as Product Management, Operations and Technology organizations; earlier, he worked in investment banking and private equity . Kemper’s incentive design ties his pay to company performance via a formulaic STI using Adjusted Operating Income and Distributable Cash Flow and multi‑year PSUs based on Relative TSR vs the S&P 1500 Composite Insurance Index and Three‑Year Adjusted ROE, reinforcing pay‑for‑performance alignment . In 2024, Hunton led Kemper Auto’s return to profitability and key strategic goals, including sales/product improvements and advancing Kemper Reciprocal’s expansion (e.g., Arizona license application), supporting strong STI outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kemper Corporation | Executive Vice President and President, Kemper Auto | Nov 2022–present | Led Kemper Auto’s return to profitability in 2024; executed sales/product strategy, claims support, and growth in Kemper Reciprocal (license application in Arizona) |
| Kemper Corporation | Senior leadership roles (prior to President) | 2019–Nov 2022 | Not individually specified in proxy; joined the Company in 2019 |
| Travelers | Leader, Select/Small Commercial; led Product Management, Operations & Technology across personal/business insurance | Jul 2007–May 2019 | Led multiple P&L and functional domains; broad operating and technology oversight |
| Investment banking & private equity | Professional roles | Not disclosed | Early career finance experience |
External Roles
No public company directorships or external positions are disclosed for Hunton in Kemper’s proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $500,000 | $575,000 (NEO salary table for 2024) |
| STI Target (% of Base) | 100% | 125% |
| STI Payout ($) | $650,000 (Non‑Equity Incentive Plan Compensation) | $1,400,000 (195% of target; target $718,750) |
| Perquisites & Other Personal Benefits ($) | $34,777 | $18,402 |
| Company Contributions to Defined Contribution Plans ($) | Not separately shown for 2023 | $17,250 |
| Total Compensation ($) | $2,258,019 | $4,851,505 |
Notes:
- Kemper’s STI uses Adjusted Operating Income, Distributable Cash Flow, and Role‑Specific Factors, with NEO‑specific weightings set annually .
- Say‑on‑Pay approval in 2023 was 70.2%, after program changes introducing RSUs and formulaic STI metrics .
Performance Compensation
Short‑Term Incentive (STI) Design and Outcomes
| Component | 2023 Weighting | 2024 Weighting | Target Definition | 2024 Outcome |
|---|---|---|---|---|
| Adjusted Operating Income | 40% | 45% | Threshold 50% funding; Target 100%; Max 200% (funding interpolated) | Overall STI paid at 195% of target (Hunton: $1.4M vs $718,750 target) |
| Distributable Cash Flow | 20% | 25% | Same (formulaic pool metric) | Included in overall STI; metric‑level payout not disclosed |
| Role‑Specific Factors | 40% | 30% | Qualitative assessment of individual execution | HR&CC assessed Hunton above target; led Auto return to profitability and strategic goals |
STI metrics are defined precisely:
- Adjusted Operating Income: Adjusted consolidated net operating income, normalizing catastrophe losses to expected and excluding significant unusual/non‑recurring items .
- Distributable Cash Flow: Statutory/GAAP net income plus dividends to parent, with catastrophe normalization and adjustments, to reflect enterprise cash generation and capital/liquidity perspective .
Long‑Term Incentive (LTI) Award Mix and Performance Metrics (2024)
| Element | Hunton 2024 Grant Detail | Fair Value ($) | Vesting |
|---|---|---|---|
| Stock Options | 17,947 options @ $57.67 exercise price (grant 2/6/2024) | $336,728 | Exercise in three equal tranches on 2/6/2025, 2/6/2026, 2/6/2027; 10‑year term; tandem SARs |
| RSUs (time‑based) | 4,487 units (grant 2/6/2024) | $258,765 | One‑third annually starting 1st anniversary of grant |
| RSUs (performance‑based retention) | 24,277 units (grant 2/6/2024) | $1,400,055 | 1/3 each on first three anniversaries, subject to performance hurdles and continued employment |
| PSUs – Relative TSR | Target 4,487 units (one of two tranches granted 2/6/2024; expected units outstanding 8,974 as of 12/31/2024) | $596,233 MV at 12/31/2024 | 3‑year period ending 1/31/2027; payout vs S&P 1500 Composite Insurance: 50th percentile=100%, 75th=150%, 90th=200%, <25th=0% |
| PSUs – Three‑Year Adjusted ROE | Target 2,244 units (one tranche); expected units outstanding 7,359 as of 12/31/2024 | $488,932 MV at 12/31/2024 | 3‑year period ending 12/31/2026; targets: 8.5%=100%, 10.0%=200%, 7.0%=50%, <7.0%=0% |
2025 Retention Awards (approved post leadership transition):
- On November 4, 2025, the HR&CC approved additional retention RSU awards for named executives, including Hunton, with a grant‑date value of $775,000, vesting 50% on the first anniversary and 50% on the second anniversary of the December 2025 grant date, contingent on continued service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 20,453 common shares as of March 13, 2025; less than 1% of shares outstanding; no options/RSUs vesting within 60 days included for Hunton |
| Unvested RSUs | 2,158 (2023 RSUs; MV $143,378), 4,487 (2024 RSUs; MV $298,116), 24,277 (2024 performance‑based retention RSUs; MV $1,612,964) at 12/31/2024 |
| Unvested PSUs | 5,565 (2023 TSR; MV $369,739), 3,170 (2023 ROE; MV $210,615), 8,974 (2024 TSR; MV $596,233), 7,359 (2024 ROE; MV $488,932) at 12/31/2024 (expected based on performance to date; subject to certification) |
| Stock Ownership Guidelines | Minimum 2× base salary for NEOs; time‑based RSUs count; required retention of 50% of net shares until guideline met; one‑year holding period for shares acquired via option exercise/vesting (except for tax/exercise coverage) |
| Compliance Status | As of 12/31/2024, each NEO either exceeded minimum ownership or was subject to retention ratio; hedging and pledging strictly prohibited |
| Option Holdings (snapshot) | Multiple legacy grants outstanding (e.g., exercisable tranches at $84.46, $77.39, $69.74; newer options unexercisable at $57.67 vesting over 2025–2027); see detailed outstanding equity awards table |
No pledging/hedging: Directors and all equity award recipients are prohibited from hedging, pledging, or encumbering Kemper shares; award agreements include clawback provisions consistent with Dodd‑Frank .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Kemper has no employment contracts with NEOs; all are “at‑will” |
| Severance (Change in Control; double trigger) | NEOs (other than CEO) receive 2× multiple of annualized salary+bonus (best‑of methodology; release and other conditions), 24 months of COBRA differential, life insurance continuation for 2 years, and up to 52 weeks of outplacement |
| Potential Payments (Hunton; as of 12/31/2024) | CIC termination: Cash severance $3,306,250; accelerated stock options $223,917; accelerated RSUs $2,094,853; accelerated PSUs $2,200,426; welfare/outplacement $79,944; total $7,905,390 |
| Death/Disability (Hunton) | Accelerated options $223,917; RSUs $2,094,853; PSUs $1,055,892; welfare/outplacement $250,000; total $3,624,662 |
| Equity Treatment on Termination | Options: full vest on death/disability/CIC; continue vesting if retirement eligible; forfeited otherwise . RSUs: time‑based vest on death/disability/CIC; performance retention RSUs deemed achieved and pro‑rated on death/disability/CIC; immediate vest on qualifying CIC terminations . PSUs: CIC causes performance period to end and vest at greater of target or actual (truncated period); death/disability vest at target pro‑rated; if retirement eligible, remain outstanding and vest based on actual results pro‑rated for service; otherwise forfeit |
| Clawback | Incentive compensation subject to clawback upon restatement; embedded in award agreements; consistent with Dodd‑Frank/NYSE rules |
Investment Implications
- Strong pay‑for‑performance alignment: 2024 STI paid at 195% of target, with Auto returning to profitability under Hunton’s leadership—evidencing operational execution; LTI mix emphasizes PSUs on Relative TSR and Adjusted ROE with explicit three‑year hurdles .
- Retention dynamics: 2024 performance‑based RSU retention grant ($1.4M fair value; 24,277 units) plus November 2025 retention RSUs ($775,000; 50/50 two‑year vest) materially increase unvested equity, lowering near‑term departure risk but creating future vesting events; one‑year holding requirements temper immediate sell pressure post‑vest .
- Ownership and alignment: Beneficial ownership is modest (<1%), but robust stock ownership guidelines (2× salary), retention ratios, and anti‑hedging/pledging improve alignment; multiple outstanding PSUs/options tie upside to TSR/ROE and stock appreciation .
- Downside protection and change‑of‑control economics: Double‑trigger CIC severance of ~$7.9M potential (as of 12/31/2024) indicates balanced retention/severance structure without excise tax gross‑ups; equity accelerations under CIC increase realized value but are standard in insurance comps .
Overall, Hunton’s compensation structure is levered to sustained value creation via TSR/ROE and cash generation while recent retention grants reflect management stability priorities amid leadership transitions; monitor PSU trajectory, 2025–2027 RSU/option vesting schedule, and adherence to one‑year holding to gauge insider selling pressure windows .